Bioceres : 2Q20 Earnings Presentation

Second Quarter 2020 Earnings Call Presentation

11thFebruary 2020

Disclaimer And Forward-Looking Statement

This Presentation is for informational purposes only and does not constitute an offer or invitation to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, assets, business, debt or other financial instruments of the Company or Bioceres or any of their respective affiliates, and shall not form the basis of any contract, nor shall it be construed in any manner as a commitment on the part of any person to proceed with any transaction. Any reproduction of this Presentation, in whole or in part, or the disclosure of its contents, without the prior consent of the Company and Bioceres is prohibited. By accepting this Presentation, each recipient agrees to use this Presentation for the sole purpose of evaluating the Business Combination.

Forward-Looking Statements

This communication includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include estimated financial information. Such forward-looking statements are based on management's reasonable current assumptions, expectations, plans and forecasts regarding the Company's and the Issuer's current or future results and future business and economic conditions more generally. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of the Company or the Issuer to be materially different from any future results expressed or implied by such forward-looking statements, and there can be no assurance that actual results will not differ materially from management's expectations. Therefore, you should not rely on any of these forward-looking statements. All forward-looking statements contained in this release are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are or were made, and Bioceres does not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, except as required by law.

Industry and Market Data

Unless otherwise noted, the forecasted industry and market data contained in the assumptions for the projections are based upon Bioceres' management estimates and industry and market publications and surveys. The information from industry and market publications has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Neither Union nor Bioceres has independently verified any of the data from third-party sources, nor has Union or Bioceres ascertained the underlying economic assumptions relied upon therein. While such information is believed to be reliable for the purposes used herein, none of Union, Bioceres, their respective affiliates, nor their respective directors, officers, employees, members, partners, shareholders or agents make any representation or warranty with respect to the accuracy of such information. These materials are highly sensitive and confidential and being supplied to you solely for your information and for use in this Presentation.

Financial Information Presentation

Historical financial information of Bioceres has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS"). Investors should note that IFRS differs from generally accepted accounting principles in the United States ("US GAAP"), and investors should consult their own professional advisors for an understanding of the difference between IFRS and US GAAP and how those differences might affect such financial statements.

Use of Non-IFRS Financial Measures

This Presentation includes certain non-IFRS financial measures. These non-IFRS measures are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with IFRS and neither should be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS or as an alternative to cash flows from operating activities as a measure of our liquidity.

Bioceres believes that these non-IFRS measures of financial results provide useful supplemental information to investors about Bioceres and its results. Bioceres' management uses these non-IFRS measures to evaluate Bioceres' financial and operating performance and make day- to-day financial and operating decisions. Bioceres' also believes that these non-IFRS measures are helpful to investors because they provide additional information about trends in Bioceres' core operating performance prior to considering the impact of capital structure, depreciation, amortization and taxation on its results. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents. For example other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore Bioceres' non-IFRS measures may not be directly comparable to similarly titled measures of other companies.

In this presentation, we discuss non-IFRS measures as forward-lookingnon-IFRS measures as defined by Regulation G, with respect to Bioceres' expected future performance. Not all of the information necessary for a quantitative reconciliation of these non-IFRS financial measures to the most directly comparable IFRS financial measures is available without unreasonable efforts at this time. The probable significance of providing these measures is that the IFRS measures could be materially different.

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2

Business continues to perform with partial recovery in Argentina

• EBITDA up 4% YoY to $21.1 million with 103 bps margin expansion to 33.5% in 2Q20due to
• • Comparable Revenuesup 6% YoYin 2Q20
  • Capacity utilization rate at themicro-beaded fertilizer plant reached 27.2%, up 22.5% YoY
  • Partial recovery of 1Q20 sales in Argentina
  • Effective cost management
• Subsequent to the quarter end,Rizobacterentered into a commercial agreement with Brett Youngto access a 3.6 million hectares(9 million acres) market in western Canada and the US Northern Plainsfor Rizobacter-branded biological products in pulse crops

3

HB4 Program advances as projected

• 395 hectares(976 acres) of EcoWheat harvested during the quarter, with yield benefits of up to 22.1%.Inventory in place for planting of projected 12.000 hectares as of FY4Q20
• 2,905 hectares(7,178 acres) of EcoSoy planted during the quarter
• HB4 seed planted in 24 grower' fields and 17 locations across four regions
• Execution of strategic agreements with Okaratech Ltd enabledbeta-testlaunch of digital platformto track and support activities in EcoFields

4

EcoWheat results

Available inventory from EcoWheat harvest		Final results from EcoWheat fields

Harvest process in Argentina completed, with sufficient high-quality seed to continue with the anticipated inventory ramp-up

Technology outperformed both in the drought prompt and in the high-end productivity areas, achieving yield benefits of up to 22.1%above conventional varieties

Varieties	Seed Kg	Potential ha
3	1.3million	13k

6.000

5.000

4.000

3.000

2.000

1.000

0

+8%

+22.1%

+16.8%+21.4%

+8.4%

HB4-2

HB4-1

HB4-3

HB4-2

HB4-2

Alto	Victoria	Arias	Corral de	Villa
Alegre			Bustos	Saboya

5

EcoSoy status update

Marcos Juárez area

1,358 ha in 10 fields

San Luis area

87 ha in 1 field

Trenque Lauquen area

1,460 ha in 7 fields

• 2,905 hectaresof EcoSoy were planted with successful emergence in most fields
• Total hectares planted in line with Bioceres' projected needs for the ongoing season

Commercial Check

6

HB4 Program digital farming platform

• OkaraTech Ltd is a GeneXus' ThalesLab venture based in Uruguay
• Agreements enablebeta-launch of digital farming platform to support and track EcoField activities. Initial solutions include:
• • Field scouting application togeoreferenceobservations and activities throughout the crop cycle
  • Satellite-basedfield monitoring and calculation of agronomic indexes
  • Hyper-localizedweather data

Satellite-based monitoring

Field tour recording

• Agreement provides for a path to equity in OkaraTech Ltd

Weather information tracking

7

International expansion and installed capacity ramp-up supports growth

Segment Revenues ($ m)

• Revenues largely linked to US dollar, except in Brazil
• 2Q20comparable revenues up 6% YoY, driven by adjuvants and seed treatment packs in Brazil, Uruguay and Paraguay, with partial recovery of Argentine sales
• 1H20comparable revenues up 8% YoY, reflecting higher international sales partially offset by slower growth in Argentina due to adverse planting conditions during the season.

+8%Comparable

+8% As Reported

+6%Comparable

99.2

96.3

+1% As Reported

92.1

89.2

62.5

63.0

57.0

53.9

Comparable

Reported

Comparable

Reported

Comparable

Reported

Comparable

Reported

2Q19

2Q20

1H19

1H20

8

Crop Protection: Segment overview

Segment Revenues ($ m)

• 2Q20higher adjuvants sales in Argentina and Brazil, coupled with increased sales of seed treatment therapics, insecticides and fungicides, partially offset by lower baits sales which are highly sensitive to climate conditions
• 1H20revenue growth mainly driven by adjuvants expansion led by Brazil and followed by Argentina

+10% Comparable

+10% As Reported

+8% Comparable

51.1

+4% As Reported

49.3

46.4

45.0

33.1

31.8

29.8

27.8

Reported

Reported

Reported

Reported

Comparable

Comparable

Comparable

Comparable

2Q19

2Q20

1H19

1H20

9

Seed & Integrated Products: Segment overview

Segment Revenues ($ m)

• 2Q20growth driven by partial recovery of seed treatment packs in Argentina and higher packs sales in Brazil and Paraguay, where stand-alone inoculants reported under Crop Nutrition were replaced by higher value packs
• 1H20shortfall due to lower sales in seed treatment packs in Argentina as farmers faced macro and weather uncertainty, partially mitigated by higher seed royalty payments in 1Q20

-2% Comparable

+7% Comparable

-0.3% As Reported

+7% As Reported

19.5

19.4

19.0

18.5

13.9

13.0

12.8

11.9

Reported

Reported

Reported

Reported

Comparable

Comparable

Comparable

Comparable

2Q19

2Q20

1H19

1H20

10

Crop Nutrition: Segment overview

Segment Revenues ($ m)

• 2Q20growth supported by continued expansion of micro-beaded fertilizer sales, partially offset by lower inoculants sales now partially sold as packs in Brazil and Paraguay, and reported in the Seed & Integrated Products segment
• 1H20growth supported by continued expansion of micro-beaded fertilizer sales in Argentina, Brazil and Paraguay

									+13% Comparable
													+10% As Reported
+2% Comparable
															28.7
					-10% As Reported	28.5
							26.1
									25.3
	17.7
					15.9
			14.4
14.2

Reported

Reported

Reported

Reported

Comparabl

Comparabl

Comparabl

Comparabl

e

e

e

e

2Q19

2Q20

1H19

1H20

11

Consolidated gross profit & margin

• 2Q20comparable Gross Profit up 5% YoYto $29.8 million and margin at 52%, reflecting a lower margin mix in Crop Nutrition, partly offset by a higher margin mix in Seed & Integrated Products
• 1H20comparable Gross Profit $47.6 million with margin at 49%, compared to $47.0 million and 53% respectively in 1H19. Revenue growth mostly offset by increased production costs in Argentina due to FX and inflation dynamics YoY

Gross Profit ($ m) & Margin

Comparable Gross Profit & Margin by Segment ($ m):

Gross

Profit52.7% 46.9%52.2% 47.7%

Margin

+5% Comparable

+2% As Reported

52.7% 48.2%49.4% 46.3%

+1% Comparable	+3% As Reported
					47.6
47.0
				45.9
44.4

Segment	2Q19	2Q20	% Chg.
Crop Protection	13.3	14.4	8%
Gross Margin	48%	48%	+24 bps

28.4	29.3
	Reported
Comparable
2Q19

29.8	30.0
	Reported
Comparable
2Q20

ReportedReported

ComparableComparable

1H191H20

Seed & Integrated	5.8	8.6	13%
+1.870
Products	49%	67%
Gross Margin	bps
Crop Nutrition	9.3	6.8	-10%
-1.828
Gross Margin	65%	47%
bps

12

EBITDA expansion supported by revenue growth and cost management

• 2Q20adjusted EBITDA up 4% YoY to $21.1 million compared to $20.3 million in 2Q19, with margin expanding 103 bps to 33.5% driven by operating efficiencies, international expansion, limited by partial recovery of delayed seed pack sales
• 1H20adjusted EBITDA $29.2 million with margin at 29.5%, compared with $29.3 million and margin of 31.8% in 1H19. International growth along with micro-beaded fertilizer business ramp-up & G&A efficiencies offset by weaker sales of seed treatment packs and increased production costs in Argentina due to FX and inflation dynamics

2Q20 EBITDA Bridge ($ m)

Adj.

EBITDA

Margin

25

20

15

10

5

0

		32.5%																						33.5%
														+4.1%
		20.3	1.7	0.4						0.5	21.1
							0.1
											1.4	0.5

Adjusted	Gross profit	Gross profit	Gross profit	Operating	JV's	Other income	Adjusted
EBITDA 2Q 19	Crop	Seed and	Crop nutrition	expenses		or expenses,	EBITDA 2Q 20
	protection	integrated		and R&D		net
		products

13

Operating cash flow generation supports improvement of debt profile

• Capital expenditure requirements financed with cash generated by the business. Limited investment needs going forward
• Net Debt to LTM Adjusted EBITDA declined to 2.23x in 2Q20 from 2.89x as of 2Q19. Slight increase from September reflecting higher working capital needs in 2Q20 to support the high planting season in the southern cone
• Remain focused on further strengthening debt profile by extending maturities

	Net
	Debt	2.89x	2.37x	2.24x	2.14x	2..23x
LTM EBITDA
	$ million
				103.0
																		92.1
															86.8
							90.3			92.8
			93,5				63,5			64,1	66,9
				83,8

8.6	10.5	37.1	7.8	32.5	9.8	40.1	14.9
18.0	16.9
2Q19	3Q19	4Q19	1Q20	2Q20

			Current debt		Non-current debt
	Total Debt		Cash & Equivalents		Net Debt
Notes:
1)	Total financial debt includes short-term debt and long-term debt, as well as outstanding installments of financed payment from the acquisition of Rizobacter, and excludes discounted checks
2)	Net Debt = Total financial debt less cash and cash equivalents and restricted short-term deposits	14

Looking ahead

HB4 Program

• Leverage planted acreage to showcase EcoSoy technology performance
• HB4 demand generation at farm shows and targeted events
• Fine tuning and upgrading of digital farming platform

Strong focus on international expansion

• Brazil and Paraguay growth plan execution
• Initiatives to expand North American footprint

Well-developed asset base to support organic growth

• Continue increasing utilization rate of installed capacity inmicro-beaded fertilizers

Opportunities to further strengthen balance sheet

15

EXHIBITS

11thFebruary 2020

Unaudited consolidated statement of comprehensive income

Figures in $

	Three-month period		Three-month period		Six-month period ended		Six-month period ended
	ended		ended
	12/31/2018		12/31/2019		12/31/2018		12/31/2019
Total revenue	62,459,242	62,994,288	92,071,466	99,245,946
Cost of sales	(33,153,669)		(32,962,728)		(47,652,679)		(53,307,802)
Gross profit	29,305,573		30,031,560	44,418,787	45,938,144
% Gross profit	47%	48%	48%	46%
Operating expenses	(10,627,267)	(11,421,021)	(17,756,244)	(21,309,671)
Share of profit (loss) of JV	732,437	1,240,958	812,593	1,298,505
Other income or expenses, net	(400,173)		(286,534)		(298,562)		(181,566)
Operating profit	19,010,570		19,564,963	27,176,574	25,745,412
Finance result	(823,618)		(3,471,629)		(14,559,272)		(19,868,676)
Profit / (loss)before income tax	18,186,952		16,093,334	12,617,302	5,876,736
Income tax	(7,021,142)		(3,443,508)		(5,050,749)		(1,204,655)
Profit / (loss) for the year	11,165,810		12,649,826	7,566,553	4,672,081
Other comprehensive Profit / (loss)	13,883,530		5,834,121		(2,511,723)		(7,566,525)
Total comprehensive Profit / (loss)	25,049,340		18,483,947	5,054,830	(2,894,444)
Profit / (loss) for the period attributable to:
Equity holders of the parent	6,847,451	11,314,881	4,229,006	4,264,504
Non-controlling interests	4,318,359		1,334,945		3,337,547		407,577
	11,165,810		12,649,826	7,566,553	4,672,081
Total comprehensive income / (loss) attributable to:
Equity holders of the parent	16,505,763	16,286,073	2,258,578	(2,427,318)
Non-controlling interests	8,543,577		2,197,874		2,796,252		(467,126)
	25,049,340		18,483,947	5,054,830	(2,894,444)

17

Unaudited consolidated statement of financial position

Figures in $

ASSETS

CURRENT ASSETS

Cash and cash equivalents Other financial assets Trade receivables Other receivables

Income and minimum presumed income taxes recoverable

Inventories

Total current assets

NON-CURRENT ASSETS

Other financial assets Other receivables

Income and minimum presumed income taxes recoverable

12/31/2019 06/30/2019

10,568,858 3,450,873

5,018,453 4,683,508

77,760,561 59,236,377

3,731,810 1,981,829

80,039 1,263,795

31,907,682 27,592,582

129,067,40398,208,964

334,615 376,413

1,752,131 1,560,310

5,6001,184

LIABILITIES	12/31/2019	06/30/2019
CURRENT LIABILITIES
Trade and other payables	55,356,154	40,578,494
Borrowings	71,083,500	66,477,209
Employee benefits and social security	4,662,697	5,357,218
Deferred revenue and advances from customers	5,749,476	1,074,463
Income and minimum presumed income taxes	2,109,114	142,028
payable
Government grants	1,495	2,110
Financed payment - Acquisition of business	-	2,826,611
Lease liability	657,633		-
Total current liabilities	139,620,069	116,458,133
NON-CURRENT LIABILITIES
Trade and other payables	452,654	452,654
Borrowings	40,082,075	37,079,521

Deferred tax assets	1,987,574	3,743,709
Investments in joint ventures and associates	24,270,981	25,321,028
Property, plant and equipment	41,586,032	43,834,548
Intangible assets	35,298,224	39,616,426
Goodwill	26,468,268	29,804,715
Right-of-use leased asset	807,833	-
Total non-current assets		132,511,258		144,258,333
Total assets		261,578,661		242,467,297

Employee benefits and social security	4,243	-
Government grants	1,704,901	8,098
Due to joint ventures and associates	16,328,476	1,970,903
Deferred tax liabilities	287,325	21,101,871
Provisions	1,302,524	439,740
Warrants	528,179	2,861,511
Lease liability	4,243	-
Total non-current liabilities	60,890,836		63,914,298
Total liabilities	200,510,905		180,372,431
EQUITY
Equity attributable to owners of the parent	46,741,879		47,301,863
Non-controlling interests	14,325,877		14,793,003
Total equity	61,067,756	62,094,866

Total equity and liabilities	261,578,661	242,467,297	18

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